October 18, 2019
Michael McCabe
Chief Executive Officer
Lucent, Inc.
622 Pine Avenue
Whitefish, Montana 59937
Re: Lucent, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 2, 2019
File No. 333-232218
Dear Mr. McCabe:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our July 16,
2019 letter.
Amendment No.1 to Form S-1 filed October 2, 2019
Capitalization, page 3
1. Please revise to reflect pro forma stockholder's equity assuming the
minimum and
maximum number of shares are sold. In doing so, please address the
following:
Pro forma common stock should represent the par value of the
outstanding shares
assuming the minimum and maximum number of shares are sold net of
the number of
shares subject to redemption, which should be accounted for as
temporary equity.
Additional paid-in capital should be included assuming the minimum
and maximum
number of shares are sold net of the amount allocated to temporary
equity and par
value of common stock.
Michael McCabe
FirstName LastNameMichael McCabe
Lucent, Inc.
Comapany NameLucent, Inc.
October 18, 2019
October 18, 2019 Page 2
Page 2
FirstName LastName
Since you have no long-term debt obligations, capitalization
should equal proforma
stockholder's equity.
In addition, we understand that your officer and directors have paid
the offering expenses
and it appears that the payments should be recognized as contributions
to capital. Please
tell us your consideration of including the offering expenses as an
adjustment to pro forma
additional paid-in capital assuming the minimum and maximum number of
shares are
sold.
Dilution, page 15
2. Please show us how you computed net book value and net book value per
share after the
offering assuming the minimum and maximum number of shares are sold.
Please refer to
the comment above regarding pro forma capitalization.
3. Please tell us why the cash contribution of officers and directors
before and after the
offering do not agree the the Statement of Stockholders' Equity
(Deficit) on page F-5.
Background of Directors, Executive Officers, Promoters and Control Persons,
page 27
4. We note your response to comment 9. We also note that Mr. McCabe
intends to devote
only 10 hours a week of his time to planning and organizing activities
of Lucent, Inc.
Please provide information regarding Mr. McCabe's principal occupation
and employment
for the past 5 years, including the name and principal business of any
corporation or other
organization in which such occupations and employment are and were
carried on. Refer
to Item 401(e) of Registration S-K. In addition, please elaborate on
Mr. McCabe's
"minimal past experience with special purpose acquisition companies."
If Mr. McCabe
has experience with blank check companies, please describe that
experience.
5. We note that you have revised your disclosure to state that "Mr.
McCrimmon has specific
experience, qualifications, attributes, or skills to perform as a
director neither of a blank
check company nor in the acquisition of acquisition candidates."
Please revise to clarify
the aforementioned statement so that it is internally consistent, and
provide more
information on Mr. McCrimmon's specific experience, qualifications,
attributes, or
skills with any blank check company or in the acquisition of
acquisition candidates.
Financial Statements and Exhibits, page F-1
6. Please update your financial statements as required by Rule 8-08 of
Regulation S-X and
update the related information in your filing, such as your Management
Discussion and
Analysis section, accordingly.
Michael McCabe
Lucent, Inc.
October 18, 2019
Page 3
You may contact Bill Thompson at 202-551-3344 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Jacqueline Kaufman at
202-551-3797 or Jennifer Lopez-Molina at 202-551-3792 with any other questions.
Sincerely,
FirstName LastNameMichael McCabe
Division of
Corporation Finance
Comapany NameLucent, Inc.
Office of Real Estate
& Construction
October 18, 2019 Page 3
cc: Elaine Dowling, Esq.
FirstName LastName